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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On May 19, 2020, Sushil "Sam" Kapoor resigned from the board of directors (“Board”) of Aqua Metals, Inc. (“Company”). Mr. Kapoor’s resignation was submitted in accordance with the Company’s director resignation policy following the certification of the voting at our annual meeting of stockholders held on May 19. 2020. As reflected in Item 5.07 below, a majority of the votes cast on the matter of Mr. Kapoor’s election to the Board were cast as withheld votes. In accordance with the Company’s director resignation policy, the independent members of the Board unanimously approved the acceptance of Mr. Kapoor’s resignation.
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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We held an annual meeting of stockholders on May 19, 2020, for purposes of:
•Electing four directors, each to serve until our 2021 Annual Meeting of Stockholders; and
•Approving an amendment to our 2019 Stock Incentive Plan; and
•Ratifying the appointment of Armanino LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020
All of the persons nominated to serve on our board of directors, namely S. Shariq Yosufzai, Vincent L. DiVito, Stephen Cotton, and Sushil “Sam” Kapoor, were elected to our board of directors, with shares voted as follows:
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Shares voted for
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Shares withheld
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S. Shariq Yosufzai
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15,118,192
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3,655,406
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Vincent L. DiVito
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15,389,804
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3,383,794
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Stephen Cotton
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15,741,465
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3,032,133
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Sushil “Sam” Kapoor
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9,182,484
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9,591,114
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There were 24,405,223 broker non-votes in the election of directors.
Our stockholders approved the amendment to our 2019 Stock Incentive Plan, with shares voted as follows:
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Shares voted for
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12,715,309
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Shares against
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5,897,182
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Shares abstaining
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161,107
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There were 24,405,223 broker non-votes in the approval of our 2019 Stock Incentive Plan.
Our stockholders ratified the appointment of Armanino LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020, with shares voted as follows:
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Shares voted for
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41,870,123
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Shares against
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903,893
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Shares abstaining
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404,805
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There were no broker non-votes in the ratification of the appointment of Armanino LLP.